**Exhibit 10.5**

**Confidential Materials omittedand filed separately with the Securities and Exchange Commission.Asterisks denote omissions.**

**LICENSE, ASSIGNMENT AND SUPPLYAGREEMENT**

**             THISLICENSE, ASSIGNMENT AND SUPPLY AGREEMENT**(the "Agreement”) is effective as of February13, 1997 (the "Effective Date"), by and between **COULTERCORPORATION**(hereinafter "Coulter Corporation") and its wholly-ownedsubsidiary **COULTER INTERNATIONAL CORPORATION**(hereinafter "CIC"), each having itsrespective principal place of business at 11800 S.W. 147th Avenue, Miami,Florida 33196, and **COULTER CELLULAR THERAPIES, INC.**(hereinafter "CCTI"), having its principalplace of business at 3000 Sand Hill Road, Building 3, Suite 255, Menlo Park,California 94025. Coulter Corporation and its Affiliates (including, but notlimited to, CIC) shall be referred to collectively in this Agreement as"Coulter".

**WITNESSETH**

**             WHEREAS,**Coulter owns or Controls certain Patent Property,Contractual Rights, Regulatory Rights, Technical Know-How, Biotechnology Assetsand Equipment, all relating to the use of Dense Particles (as such terms aredefined below) for separating, treating and/or conditioning selected bloodcells or other particles in a biological fluid; and

**             WHEREAS,**CCTI has expressed an interest in acquiring and/orlicensing said Patent Property, Contractual Rights, Regulatory Rights,Technical Know-How, Biotechnology Assets and Equipment from Coulter; and

**             WHEREAS,**Coulter is willing to transfer ownership and/orlicense said Patent Property, Contractual Rights, Regulatory Rights, TechnicalKnow-How, Biotechnology Assets and Equipment to CCTI subject to the terms andconditions contained herein;

**             NOW,THEREFORE,**in consideration of the mutual covenants herein contained and intendingto be legally bound thereby, the parties hereto agree as follows:

**1.          DEFINITIONS.**

**             1.1.       "*Affiliate*"**of a partyshall mean any corporation or other business entity controlled, controlling orunder common control with such party. For purposes of this section,"control" shall mean direct or indirect beneficial ownership of atleast fifty percent (50%) of the voting securities of such corporation or otherbusiness entity. Notwithstanding the foregoing, for the purposes of thisAgreement, neither Coulter Corporation nor CIC shall be deemed to be anAffiliate of CCTI, and CCTI shall not be deemed to be an Affiliate of CoulterCorporation or CIC.****             1.2.       "*BiotechnologyAssets*"**shall mean all hybridomas owned or Controlled by Coulter as of theEffective Date. Such hybridomas shall include, but not be limited to, thosecapable of producing the monoclonal antibodies ("MABs") listed below.The parties agree and acknowledge that: (1) the hybridomas which are capable ofproducing the Dana-Farber MABs listed below are Controlled by Coulter pursuantto one or more of the Dana-Farber License Agreements; and (2) the MABs markedwith an asterisk (*) are subject to the terms of the Ortho SettlementAgreement. 
**Coulter MABs****Dana-Farber MABs**********[**][**][**][**][**][**][**][**][**][**] [**] [**] [**] [**] [**] [**] [**]
             **1.3.       "*CCTI Field***" shall mean thefields of (a) Therapeutic Applications using Dense Particle Cell SeparationTechnology and (b) RUO Applications using Dense Particle Cell SeparationTechnology.

**             1.4.       "*ContractualRights*"** shall mean Coulter's rights and obligations under the followingagreements:

**             (a)         Research and Development Agreement**between Coulter Corporation and University of Miami,Diabetes Research Institute, dated December 29, 1995, as amended by aResearch and Development Agreement Amendment dated on or about January 29, 1997(the "Miami Research Agreement"). Such rights include all ofCoulter's rights in U.S. Patent Application Serial No. [**], filed [**]entitled [**] both (i) as a joint owner under such patent application and (ii)all rights Coulter has to obtain an exclusive license from the University ofMiami under the foregoing patent application pursuant to Article 5 of the MiamiResearch Agreement.

**             (b)         Therapeutic Consulting Agreements:**

**                           (ii)       **Between Coulter Corporation and Dr. Lee Nadler,dated April 1, 1996.

**                           (iii)      **Between Coulter Corporation and Dr. Jerome Ritz,dated April 1, 1996.****                           (iv)       **Between Coulter Corporation and Dr. James Griffin,dated April 1, 1996.

**                           (v)        **Between Coulter Corporation and Dr. John Gribben,dated April 1, 1996.

**                           (vi)       **Between Coulter Corporation and Dr. Norma Kenyon,dated April 1, 1996.

**             (a)         Research Service Agreement**between Coulter Corporation and McMaster University,dated January 30, 1997 (the "McMaster Agreement").

**             (b)         Agreement for Purchase of Goods andSupplies**between Novamet Specialty Products. Corporation and Coulter Corporation,dated January 29, 1997 (the "Novamet Agreement").

**             1.5.       "*Control*"**shall mean theability to grant the licenses or sublicenses herein or to make the assignmentsor transfers set forth herein, as the case may be, without violating the termsof any agreement or other arrangement with any third party.

**             1.6.       "*Dana-FarberLicense Agreements*"**shall mean the following five agreements and oneacknowledgment letter, between Coulter Corporation (or its predecessor) and theDana-Farber Cancer Institute, Inc. (or its predecessor) (hereinafter,"Dana-Farber"):

                           (i)          Agreement between Sidney Farber CancerInstitute and Coulter Electronics, Inc,, dated July 23, 1981;

                           (ii)         Agreement between Dana-Farber CancerInstitute and Coulter Electronics, Inc., dated March 1, 1983;

                           (iii)        Agreement between Dana-Farber CancerInstitute and Coulter Immunology, Division of Coulter Corporation, dated April28, 1983;

                           (iv)       Agreement between Dana-Farber CancerInstitute and Coulter Immunology, Division of Coulter Corporation, datedApril 1, 1987;

                           (v)        Agreement between Coulter Corporationand Dana-Farber Cancer Institute, dated April 1, 1994 (the "1994 Dana-FarberAgreement"); and

                           (vi)       Acknowledgment Letter from Dana-FarberCancer Institute, dated February 4, 1997.

**             1.7.       "*DenseParticle Cell Separation Technology*"**shall mean technology in which Dense Particles areused to separate, treat and/or condition selected human or animal blood cellsor other particulate material in a biological fluid.****             1.8.       "*DenseParticles*"**shall mean particles having a density significantly greater than thedensity of human blood cells or other human cellular material, whereby suchparticles settle, under gravitational force, in a suspending medium at a ratesignificantly faster than blood cells settle in the same medium.

**             1.9.       "*DiagnosticApplications*"**shall mean applications for diagnosing or monitoringa human or animal disease or condition.

**             1.10.    "*Equipment*"**shall meaninstrumentation useful in the analysis of biological fluids, as described inSection 2.8 hereof.

**             1.11.    "*OrthoSettlement Agreement*"**shall mean that Settlement Agreement, dated March31, 1992, among Johnson and Johnson, Ortho Diagnostics Systems, Inc. and OrthoPharmaceutical Corporation (collectively, "Ortho"), CoulterCorporation, and Dana-Farber Cancer Institute, as amended by that certainAmendment to Settlement Agreement, dated February 4, 1997 ("Amendment toSettlement Agreement").

**             1.12.    "*PatentProperty*"**shall mean:

**                           (a)        **the U.S. PATENTS listed on Exhibit 1 and any and allcontinuations, continuations-in-part and divisions thereof; as well as anyre-issuance and/or re-examination or any extension of the U.S. PATENTS listedon Exhibit 1;

**                           (b)        **the U.S. PATENT APPLICATIONS listed on Exhibit 1 andany and all continuations, continuations-in-part and divisions thereof;

**                           (c)        **any U.S. patents issuing on applications,continuations, continuations-in-part and divisions described in clause (b) ofthis paragraph;

**                           (d)        **any re-issuance and/or re-examination of the patentsdescribed in clause (c) of this paragraph;

**                           (e)        **the CORRESPONDING FOREIGN PATENTS AND APPLICATIONSlisted on Exhibit 1 (and all continuations, continuations-in-part, divisionsand any foreign equivalents thereof) and any foreign patents issuing on suchapplications, including any re-issuance, re-examination, and any foreignequivalents thereof;

**                           (f)        **any other U.S. or foreign patent applications andpatents which claim as a priority date under 35 U.S.C. §119 or §120 one of thefiling dates of, or priority dates claimed in, those U.S. PATENTS and U.S.PATENT APPLICATIONS listed on Exhibit 1;

**                           (g)       **the INVENTION DISCLOSURE listed on Exhibit 1, as wellas any U.S. and foreign patent applications containing such disclosures (andall continuations, continuations-in-part and divisions thereof);

**                           (h)       **any U.S. and foreign patents issuing onapplications, continuations, continuations-in-part, divisions and foreignequivalents thereof described in clauses (f) and (g), including any re-issuedand/or re-examined patents and foreign equivalents based thereon;

**                           (i)        **all patents and inventions to which Coulter obtainedrights and licenses pursuant to the Ortho Settlement Agreement; and****                           (j)        **all patents and inventions to which Coulter obtainedrights and licenses pursuant to the Dana-Farber License Agreements or anyAdditional Biotechnology Asset License Agreement (excluding any rights orlicenses set forth in Section 1.12(i)).

**             1.13.    "*Property*"**shall mean thePatent Property, Contractual Rights, Regulatory Rights, Technical Know-How,Biotechnology Assets and Equipment.

**             1.14.    "*RegulatoryRights*"**shall mean the following regulatory filings, filed by Coulter with theUnited States Food and Drug Administration ("FDA"): the Pre-IDEMeeting Briefing Document, dated May 15, 1996; the Investigational DeviceExemption Application for use of T8 Mab-DP, dated December 19, 1996; and theType II Drug Master File for T8 Mab-DP product, dated December 23, 1996.

**             1.15.    "*RUOApplications*"** shall mean applications intended solely forresearch purposes pertaining to Therapeutic Applications.

**             1.16.    "*TechnicalKnow-How*"**shall mean any technical knowledge owned or Controlled by Coulter andrelated to the: (a) automation of the cell separation process using DenseParticles; (b) the use of Dense Particles for protein purification; or (c) cellseparation using Dense Particles for therapeutic applications and researchpurposes.

**             1.17.    "*TherapeuticApplications*"**shall mean applications for preventing, treating ormitigating a disease or condition in humans and animals.

**             1.18.    "*AdditionalBiotechnology Asset License Agreement*"**shall mean any license agreement between Coulter anda third party (other than the Ortho Settlement Agreement and the Dana-FarberLicense Agreements) which (i) is in existence as of the Effective Date and(ii) grants Coulter a license to one or more Biotechnology Assets.

**2.          GRANTS.**

**             2.1.       Grant Related to Coulter-Owned PatentProperty and Biotechnology Assets.**

**                           2.1.1   **Coulter hereby grants to CCTI a worldwide,royalty-free, exclusive license under (i) the Patent Property described inSection 1.12 (a) - (h) and (ii) the Biotechnology Assets owned by Coulter(including those set forth in Section 1.2), to practice any and all methods,and to make, have made, use, offer for sale, sell and import any and allprocesses, apparatus and products which are covered by one or more claims insaid Patent Property or which contain one or more Biotechnology Assets (or anMAB produced by such Biotechnology Asset) owned by Coulter. Such license islimited to the CCTI Field. The foregoing grant shall be subject to theprovisions of Section 2.10 regarding distribution rights.

**                           2.1.2   **CCTI has the right to sublicense, sell or otherwisetransfer its rights described in Section 2.1.1 to any other entity.****             2.2.       Grant Related to Other Patent Propertyand Other Biotechnology Assets.**

**                           2.2.1   **Coulter hereby grants to CCTI a worldwide, royaltybearing (but only to the extent set forth in Section 2.2.2), exclusivesublicense under (i) the Patent Property described in Section 1.12(i) and (ii)those Biotechnology Assets Controlled by Coulter pursuant to any of the DanaFarber License Agreements or any Additional Biotechnology Asset LicenseAgreement, to practice any and all methods, and to make, have made, use, offerfor sale, sell and import any and all processes, apparatus and products whichare covered by one or more claims in said Patent Property or which contain oneor more such Biotechnology Assets (or an MAB produced by such BiotechnologyAsset). Such sublicense is limited to the CCTI Field. The foregoing grant shallbe subject to the provisions of Section 2.10 regarding distribution rights. Itis understood by the parties that the exclusive sublicense granted from Coulterto CCTI pursuant to this Section 2.2.1 may be under a non-exclusive licensefrom the licensor to Coulter.

**                           2.2.2   **The royalty rate applicable to the sublicensegranted pursuant to Section 2.2.1 shall be equal to any amounts which Coulterbecomes obligated to pay to (i) Dana-Farber under the Dana Farber LicenseAgreements (including the amount by which Coulter's advanced royalty balancewith Dana-Farber is reduced) and (ii) any third party under any AdditionalBiotechnology Asset License Agreement, as a result of sales by, CCTI pursuantto the sublicense set forth in Section 2.2.1.

**                           2.2.3   **CCTI has the right to sublicense, sell or otherwisetransfer its rights described in Section 2.2.1 to any other entity, subject tothe same limitations that apply to the underlying license or sublicense.

**             2.3.       Acknowledgment Regarding Ortho PatentRights.**

**                           2.3.1   **The parties acknowledge and agree that, pursuant toSection 5.1 of the Ortho Settlement Agreement, Coulter Corporation and its"Affiliates" (as such term is defined in the Ortho SettlementAgreement) have a worldwide, non-exclusive right and license under the"Subject Patents" (as such term is defined in the Ortho SettlementAgreement) to make, have made, use and sell certain "ResearchProducts" and "Therapeutic Products" (as such terms are definedin the Ortho Settlement Agreement). The parties further acknowledge and agreethat, pursuant to the Amendment to Settlement Agreement, CCTI will be deemed tobe an "Affiliate" of Coulter Corporation for so long as CoulterCorporation owns in excess of ten percent (10%) of the voting securities ofCCTI and certain other conditions, as set forth in Section 5.1A of the OrthoSettlement Agreement, are met. Accordingly, the parties acknowledge that thelicense of Patent Property described in Section 1.12(i) extends from Ortho toCCTI (as an "Affiliate" of Coulter Corporation under the terms of theOrtho Settlement Agreement) and Coulter Corporation hereby covenants:(i) that it will not practice any rights it has to such Patent Property inthe CCTI Field during the term of this Agreement; and (ii) that it willnot permit any other Affiliate of Coulter to practice any rights Coulter andits other Affiliates have to such Patent Property in the CCTI Field during theterm of this Agreement. The foregoing covenant shall be subject to theprovisions of Section 2.10 regarding distribution rights. As additionalconsideration for the foregoing covenant, CCTI agrees to pay royalties toCoulter to the extent set forth in Section 2.3.2.

**                           2.3.2   **The royalty rate applicable to the acknowledgment ofrights set forth in Section 2.3.1 shall be equal to any amounts which Coulterbecomes obligated to pay to Ortho as a result of sales by CCTI pursuant to theOrtho Settlement Agreement.****                           2.3.3   **CCTI has the right to sublicense, sell or otherwisetransfer its rights described in Section 2.3.1 to any other entity; provided,however, that the parties agree and acknowledge that such sublicense, sale orother transfer of those Patent Rights described in Section 1.12(i) which referto rights derived pursuant to Article 5 of the Ortho Settlement Agreement willrequire the prior written consent of Ortho.

**             2.4.       Grant Related to Technical Know-How.**Coulter hereby grants to CCTI a worldwide,royalty-free, exclusive-license or sublicense, as the case may be, under theTechnical Know-How to-practice any and all methods, and to make, have made,use, offer for sale, sell and import any and all processes, apparatus andproducts. Such license is limited to the CCTI Field. The license or sublicenseincludes the right to sublicense to third parties subject to the samelimitations that apply to the underlying license or sublicense; provided,however, that the foregoing grant is subject to the provisions of Section 2.10relating to distribution rights. CCTI will use the same efforts to protect theconfidentiality of such Technical Know-How as it uses to protect theconfidentiality of its own technical know-how of like character.

**             2.5.       Assignment Related to Contractual Rights.**

**                           2.5.1   **Subject to the terms of this Agreement, Coulterhereby assigns to CCTI Coulter's entire right and interest in and to theContractual Rights; *provided, however*,any obligations incurred by Coulter prior to the Effective Date shall remainwith Coulter.

**                           2.5.2   **As regards the Miami Research Agreement, CCTI herebygrants to Coulter Corporation, under rights obtained by CCTI pursuant to theMiami Research Agreement, a worldwide, royalty bearing (but only to the extentset forth in Section 2.5.2), exclusive sublicense to make, have made, use,offer for sale, sell and import any and all processes, apparatus and products(i) covered by the invention disclosed and claimed in U.S. Patent ApplicationNo. [**], filed [**]; or (ii) which utilize any technical know-how derivedby CCTI under the Miami Research Agreement. The sublicense is limited to thefield of Diagnostic Applications and related research applications which areused for commercializing the Diagnostic Applications. The sublicense grantedunder this Section 2.5.2 includes the right to further sublicense to thirdparties subject to the same limitations that apply to the underlying exclusivesublicense. The royalty rate applicable to the sublicense described in thisSection 2.5.2 shall be equal to any amounts which CCTI becomes obligated to paythe University of Miami as a result of sales by Coulter Corporation.

**                           2.5.3   **Within thirty (30) days of the Effective Date,Coulter Corporation will arrange to have executed and filed with the U.S.Patent and Trademark Office the assignment of its rights to U.S. PatentApplication No. [**], and any continuations, divisionals, and foreigncounterparts thereof, to CCTI.  CCTIwill further arrange, with Coulter's reasonable assistance, to have executedand filed any other assignments necessary to perfect such rights.

**                           2.5.4   **As regards the McMaster Agreement, CCTI herebygrants to Coulter Corporation, under any rights obtained by CCTI pursuant tothe McMaster Agreement, a worldwide, royalty-free, exclusive license (exceptwith respect to any rights granted by CCTI to McMaster University) to make,have made, use, offer for sale, sell and import any and all processes,apparatus and products which (i) are covered by any patents or(ii) utilize any technical know-how resulting from research work performedunder and during the term of the McMaster Agreement. The license is limited tothe field of Diagnostic Applications and related research applications whichare used for commercializing the Diagnostic Applications. The license grantedpursuant to this Section 2.5.4 includes the right to further sublicense tothird parties subject to the same limitations that apply to the underlyingexclusive sublicense.****             2.6.       Assignment Related to Regulatory Rights.**Coulter hereby assigns to CCTI its entire right andinterest in and to the Regulatory Rights. Coulter shall directly and promptlyinform the FDA in writing that all such rights and interests are transferred toCCTI, and Coulter will have primary responsibility for responding to the FDApertaining to any questions the FDA may have regarding the assignment of suchRegulatory Rights.

**             2.7.       Option Related to Equipment.**During the 12 month period commencing on the EffectiveDate, CCTI is hereby granted an option to purchase any or all of the followingCoulter-made instruments at Coulter's [**]:

**                           (a)        **Hematology Analyzers

**                           (b)        **Elite Flow Cytometer (Sorter)

**                           (c)        **XL Flow Cytometer (Analyzer)

**                           (d)        **Multi-Q-Prep Sample Mixer

CCTI may exercise such option upon 30days written notice to Coulter Corporation. Should CCTI exercise such option,the purchase price is due within 60 days of the exercise date.

**             2.8.       Future Intellectual Property andBiological Materials.**During the term of this Agreement, as may be reasonably requested byCCTI, the parties hereto will meet to discuss in good faith any U.S. or foreignpatents or patent applications, any know-how and any biological materials whichare owned or Controlled by Coulter at the time of such meeting, which are notalready included in the Property and which may be necessary or useful to CCTIin developing and commercializing products or processes in the CCTI Field. Eachof the foregoing patents, patent applications, know-how and biologicalmaterials shall be deemed to be a "New Property Right."

**                           2.8.1   **In the event that (i) a New Property Right isfirst owned or Controlled by Coulter at any time during which Coulter owns orcontrols at least fifty percent (50%) of the voting securities of CCTI and(ii) CCTI indicates to Coulter that it is interested in obtaining alicense or sublicense to such New Property Right in the CCTI Field, the partieswill promptly modify this Agreement to add such New Property Right to thedefinition of Patent Property, Technical Know-How or Biotechnology Assets(whichever is applicable) and to make such New Property Right subject to thelicense grants contained in Article 2.

**                           2.8.2   **In the event that (i) a New Property Right isfirst owned or Controlled by Coulter at any time during which Coulter owns orcontrols at least ten percent (10%) but less than fifty percent (50%) of thevoting securities of CCTI and (ii) CCTI indicates to Coulter that it isinterested in obtaining a license or sublicense to such New Property Right inthe CCTI Field, the parties will promptly meet to negotiate in good faith anagreement pursuant to which Coulter will grant an exclusive license orsublicense, as appropriate, to CCTI to such New Property Right, uponcommercially reasonable terms to be agreed to by Coulter and CCTI.****             2.9.       Offers to Coulter Personnel.**Coulter agrees to allow CCTI to provide offers ofemployment to those Coulter personnel who CCTI believes are necessary or usefulto achieve the scientific objectives of CCTI.

**             2.10.    Distribution Rights for RUO Applications.**In the event CCTI intends to distribute or havedistributed RUO Applications for any products sold under the license set forthin Sections 2.1-2.3, CCTI shall provide written notice to Coulter Corporationof such intention; *provided*, thatsuch notice shall be delivered in the manner specified in Section 2.10, with anadditional notice to Coulter's Director of Business Development at the sameaddress as Coulter. Such notice shall describe the RUO Applications markets towhich CCTI intends to distribute. Within [**] days of receipt of such notice,Coulter Corporation shall provide written notice to CCTI indicating whether itis interested in distributing such products to such markets. If CoulterCorporation indicates it is not interested in undertaking such distribution orhas not provided written notice to CCTI within such [**] day period, CCTI shallbe free to distribute such products to such RUO Applications markets eitheritself or through a third party. If Coulter Corporation provides timely writtennotice of its interest in undertaking such distribution, then CCTI and CoulterCorporation will negotiate in good faith for a period of [**] to enter into acommercially reasonable distribution agreement for such RUO Applicationsmarkets. In the event the parties are unable, after good faith negotiations, toagree on a distribution arrangement within such [**] period, CCTI shall be freeto distribute such products to such RUO Applications markets either itself orthrough a third party; *provided, however*,that CCTI may not enter into an agreement for distribution of RUO Applicationsdescribed in this Section 2.10 on terms less favorable to CCTI than thoseoffered by Coulter during such [**] good faith negotiation period.

**3.          TRANSFER OFHYBRIDOMAS.**

**             3.1.       Provision of Biotechnology Assets.**Coulter shall provide CCTI with sufficientquantities (up to [**] vials) of each of those Biotechnology Assets (including,but not limited to, those Biotechnology Assets which are useful in producingthe Coulter MABs and Dana-Farber MABs listed in Section 1.2) which CCTI deemsto be necessary and useful in developing and/or commercializing Dense ParticleCell Separation Technology, in order for CCTI to prepare a manufacturing lot ofeach such Biotechnology Asset. Such Biotechnology Assets shall be provided fromthe Manufacturers' Working Cell Bank ("MWCB"), located at Coulterwithin [**] of a written request by CCTI.

**             3.2.       Delivery to CCTI.**Deliveries shall be made from Coulter's facility andshall be shipped by a carrier selected by CCTI to any address as directed byCCTI in writing. Biotechnology Assets will be shipped by Coulter freightcollect, or if prepaid, such freight will be subsequently billed to CCTI.  If requested by CCTI, Coulter will insurethe shipments against damage to or loss of the Biotechnology Assets and willsubsequently bill CCTI for such shipping insurance. CCTI will reimburse Coulterfor shipping and insurance expenses, if any, within [**] days after the date ofits receipt of such invoices.

**             3.3.       Title.**Title to Biotechnology Assets shall pass to CCTIwhen the Biotechnology Assets are delivered to a carrier pursuant to Section3.2.****             3.4.       Acceptance.**CCTI shall inspect all Biotechnology Asset shipmentspromptly upon receipt thereof at the shipping destination and may reject anyBiotechnology Assets which are damaged or otherwise unusable as intended byCCTL Biotechnology Assets not rejected by written notification to Coulterwithin [**] days after receipt shall be deemed to have been accepted, exceptfor latent defects which are not reasonably detectable at the time ofacceptance. Rejected Biotechnology Assets shall be destroyed by CCTI within[**] days after rejection. Upon receipt of written notice that goods have beenproperly rejected, Coulter shall promptly replace the rejected BiotechnologyAssets at Coulter's expense. For properly rejected Biotechnology Assets,Coulter will prepay transportation and insurance charges for shipping anyreplaced Biotechnology Assets back to CCTL.

**             3.5.       New Manufacturers' Working Cell Banks.**

**                           3.5.1   **If CCTI's requirement for a given BiotechnologyAsset is such that Coulter is required to prepare and certify a new MWCB forsuch Biotechnology Asset in order to provide such Biotechnology Asset to CCTI,Coulter will use commercially reasonable efforts to establish such new MWCB insuch time as to allow it to meet CCTI's requirements, subject to CCTI'sobligation to pay Coulter for such new MWCB as set forth in Section 4.2. 1.

**                           3.5.2   **In the event that Coulter, despite usingcommercially reasonable efforts, is not able to establish a working cell bankfor a given hybridoma cell line in such time to meet CCTI's requirements for agiven Biotechnology Asset, Coulter will provide to CCTI in a timely manner thehybridoma cell line capable of producing the required monoclonal antibodies. Inthe event that Coulter provides a hybridoma cell line pursuant to this Section3.5.2, no amounts shall then be payable to Coulter under Section 4.2 for suchhybridoma cell line. In the event that this Section 3.5.2 is applicable,Coulter will cooperate with CCTI in enabling CCTI to establish its own workingcell bank for such hybridoma cell line.

**             3.6.       Use of Biotechnology Assets.**CCTI agrees that it will not produce NIABs from theBiotechnology Assets except for those to be used in the development and/orcommercialization of processes and products in the CCTI Field. CCTI will useits efforts to protect the intellectual property relating to the BiotechnologyAssets which are at least as protective as those used by CCTI to protect itsown biotechnology assets of comparable value. CCTI will keep a record of thedistribution and location history of each hybridoma and its progeny andderivatives for reference by Coulter, if needed.

**4.          CONSIDERATION.**

**             4.1.       Stock In CCTI.**As consideration for the grants and other rights setforth in this Agreement, CCTI shall convey to Coulter Corporation the ownershipof Seven Million, Five Hundred Thousand (7,500,000) shares of CCTI's Series APreferred Stock, pursuant to that certain Series A Preferred Stock PurchaseAgreement, dated as of February 13, 1997, by and among Coulter Corporation,CCTI and certain other parties.

**             4.2.       Cash Payments.**

**                           4.2.1   **In addition to the consideration described inSection 4. 1, CCTI shall pay Coulter Corporation the sum of [**] Dollars($[**]) per shipment of hybridoma from a MWCB (typically [**] vials) to CCTI orits designee, pursuant to Section 3. 1, to offset Coulter's administrative,shipping and handling costs.****                           4.2.2   **Further, if Coulter is required to prepare andcertify a new MWCB pursuant to the provisions of Section 3.5. 1, then CCTIshall pay Coulter Corporation the sum of [**] Dollars ($[**]) per each newMWCB, upon receipt of documentation from Coulter that such new MWCB is in factcapable of producing the requested Biotechnology Asset.

**5.          COULTERREPRESENTATIONS AND WARRANTIES.**

             CoulterCorporation and CIC each represent and warrant to CCTI that the statementscontained in this Article 5 are true, accurate, complete and not misleading inany material respect.

**             5.1.       Organization and Good Standing.**Coulter Corporation is a corporation, legally andvalidly incorporated, organized, existing and in good standing under the lawsof the State of Delaware. CIC is a corporation, legally and validlyincorporated, organized, existing and in good standing under the laws of theState of Florida.

**             5.2.       Authority Regarding this Agreement.**

**                           5.2.1   **Coulter Corporation and CIC each has the completeand unrestricted right, power, authority and capacity to: (a) execute anddeliver this Agreement; (b) subject to the provisions of the OrthoSettlement Agreement and the Dana Farber License Agreements, sell, transfer,assign, license or sublicense, as applicable, the Property to CCTI; and(c) carry out and perform Coulter Corporation's and CIC's otherobligations pursuant to this Agreement; *provided,however*, to the extent the representation and warranty set forth inclause (b) of this sentence applies to a given Biotechnology Asset which wasacquired by Coulter pursuant to an Additional Biotechnology Asset LicenseAgreement, such representation and warranty shall be subject to any limitationson Coulter contained in such third-party agreement.

**                           5.2.2   **No further corporate or shareholder approvals orproceedings are necessary on the part of Coulter Corporation or CIC toauthorize this Agreement or any of the transactions contemplated hereby. Theexecution, delivery and performance of this Agreement by Coulter Corporation orCIC do not require notice to, or consent or approval from, any governmentalbody or other regulatory authority.

**                           5.2.3   **This Agreement has been duly and validly executedand delivered by Coulter Corporation and CIC, is a legal, valid and bindingobligation of Coulter Corporation and CIC, enforceable in accordance with itsterms.

**             5.3.       Property.**

**                           5.3.1   **Coulter owns or Controls all Property.

**                           5.3.2   **No claims with respect to the Property have beenasserted nor, to the best of Coulter's knowledge, are any claims with respectto the Property threatened, by any person, nor is there any valid grounds, tothe best of Coulter's knowledge, for any bona fide claims challenging theownership, validity, enforceability or effectiveness of any of the Property. Tothe best of Coulter's knowledge, there is no material unauthorized use,infringement or misappropriation of any of the Property by any third party,including any employee or former employee of Coulter.****                           5.3.3   **Neither Coulter Corporation nor CIC has been sued orcharged as a defendant in any claim, suit, action or proceeding which involvesa claim of infringement of any patents or violation of any trade secret orother proprietary right of any third party with respect to the Property, and tothe best of Coulter's knowledge, there is not any infringement liability withrespect to, or infringement or violation by, Coulter of any patent, tradesecret or other proprietary right of another. The Property is not subject toany outstanding order, judgment, decree, stipulation or agreement restrictingin any manner the sale, assignment, licensing or sublicensing thereof byCoulter. No inequitable conduct or fraud has occurred during the prosecution ofany of the patents or patent applications with respect to the Property.

**                           5.3.4   **All patents and patent applications owned orControlled by Coulter as of the Effective Date which contain claims to DenseParticle Cell Separation Technology are set forth on Exhibit 1 attached hereto.

**             5.4.       No Conflict.**The execution, delivery and-performance of thisAgreement and the consummation of the transactions specified herein hereby willnot: (a) breach or constitute grounds for declaration or occurrence of adefault under any agreement or other document to which Coulter is a party or bywhich the Property may be bound or affected; (b) violate any law,regulation, order, judgment or decree of any court or governmental agency; or(c) result in the creation or imposition of any lien on the Property.Reduction of Coulter Corporation's equity ownership of CCTI below fifty percent(50%) of CCTI's outstanding securities will not cause Coulter to be in breachor default of any agreement. Notwithstanding the preceding sentence, it isunderstood by the parties that pursuant to the Amendment to SettlementAgreement, in the event Coulter Corporation's ownership interest in CCTI'svoting securities falls to ten percent (10%) or lower, CCTI will no longer havethe license set forth in Section 2.3. Except as restricted by the terms of theOrtho Settlement Agreement, the Dana Farber License Agreements, and anyAdditional Biotechnology Asset License Agreement, sublicense, assignment orother transfer by CCTI of any of the Property owned or Controlled by Coulter asof the Effective Date will not cause Coulter or CCTI to be in breach or defaultof any agreement to which Coulter is a party or is otherwise bound, nor willany such sublicense, assignment or transfer require Coulter or CCTI to obtainany waiver or approval of any third party.

**             5.5.       Litigation.**There is no litigation, investigation, arbitrationor other proceeding pending or threatened against or adversely affecting theProperty, or Coulter Corporation's and CIC's right and ability to consummatethe transactions specified herein by this Agreement; nor does Coulter know orhave reason to know of any basis for the same.

**             5.6.       Compliance with Laws.**Coulter Corporation and CIC are in compliance withall statutes, laws, rules and regulations with respect to or affecting theownership and use of the Property.

**             5.7.       No Bankruptcy Proceedings.**No petition, decree or order has been filed by oragainst Coulter Corporation or CIC under any bankruptcy, insolvency or similarlaws, and no receiver, liquidator, trustee, custodian or other officer has beenappointed with respect to Coulter Corporation or CIC, or their assets andliabilities pursuant to any such law. Coulter Corporation and CIC have noreason to expect that any such actions will take place.****             5.8.       Coulter Agreements.**Neither Coulter Corporation nor CIC is in materialbreach of any of the agreements described in Sections 1.4, 1.6, and 1.11 or theAdditional Biotechnology Asset License Agreements (collectively, the"Coulter Agreements"). There are no grounds for any party to any ofthe Coulter Agreements to terminate such agreements and Coulter has notreceived a notice of default with respect to any of the Coulter Agreements.

**             5.9.       No Other Agreements.**Except for the Coulter Agreements, neither CoulterCorporation nor CIC, nor any Affiliate of Coulter Corporation or CIC, hasentered into any other agreements reasonably necessary to CCTI's practice ofthe Dense Particle Cell Separation Technology or use of the BiotechnologyAssets in the CCTI Field. If any other agreement comes to Coulter's attentionrelating to the Dense Particle Cell Separation Technology, Coulter shallprovide a copy to CCTI and will cooperate with CCTI to assign, license,sublicense or transfer rights under such agreement as applicable.

**             5.10.    No Regulatory Issues with Respect to DenseParticle Cell Separation Technology.**Coulter is not aware of any regulatory rulings orinquiries which would have a material adverse effect on the ability of CCTI todevelop and commercialize Dense Particle Cell Separation Technology under theProperty.

**             5.11.    Limitation on Warranties.**Nothing in this agreement shall be construed as awarranty or representation by Coulter that anything made, used, sold, orotherwise disposed of by CCTI under any license or sublicense granted in thisagreement is or will be free from infringement of patents of third parties; *provided, however*, Coulter represents thatit is not aware of any such infringement as of the Effective Date. Coultermakes no warranty, express or implied, concerning the fitness for any particularpurpose of any products licensed or the property rights licensed to CCTI.

**6.          CCTIREPRESENTATIONS AND WARRANTIES.**

             CCTIhereby represents and warrants that the statements contained in this Article 6are true, accurate, complete and not misleading in any material respect.

**             6.1.       Organization and Good Standing.**CCTI is a corporation, legally and validlyincorporated, organized, existing and in good standing under the laws of theState of Delaware.

**             6.2.       Authority Regarding this Agreement.**

**                           6.2.1   **CCTI has the complete and unrestricted right, power,authority and capacity to: (a) execute and deliver this Agreement; and (b)carry out and perform CCTI's obligations pursuant to this Agreement.

**                           6.2.2   **No further corporate or shareholder approvals orproceedings are necessary on the part of CCTI to authorize this Agreement orany of the transactions contemplated hereby. The execution, delivery andperformance of this Agreement by CCTI does not require notice to, or consent orapproval from, any governmental body or other regulatory authority.****                           6.2.3   **This Agreement has been duly and validly executedand delivered by CCTI and is a legal, valid and binding obligation of CCTI,enforceable in accordance with its terms.

**7.          PATENTPROPERTY.**

**             7.1.       Prosecution and Maintenance. **Coulter shall, at its own expense, have the firstright to (i) file and prosecute all patent applications contained within thePatent Property and (ii) maintain all patents contained within the PatentProperty. In the event that Coulter decides not to proceed with prosecuting apatent application for, or maintaining a patent on, an invention for which itis responsible under this Section 7.1, it shall give CCTI [**] days noticebefore any relevant deadline and transmit all information reasonable and appropriaterelating to such patent application or patent, and CCTI shall have the right topursue, at its own expense, prosecution of such application for, or maintenanceof, such patent.

**             7.2.       Infringement of Patent Property by ThirdParties.**

**                           (a)         Notice. **Each party shall promptly notify the other in writing of any alleged orthreatened infringement of the Patent Property of which it becomes aware andwhich may adversely impact the rights of CCTI hereunder.

**                           (b)         Enforcement Action. **In the event that the parties become aware of anyalleged or threatened infringement of the Patent Property, Coulter shall havethe right, but not the obligation, to take appropriate action against anyperson or entity directly or contributorily infringing such Patent Property. Inthe event Coulter fails to institute an infringement suit or take otherreasonable action in response to such infringement within [**] days, CCTI shallhave the right, but not the obligation upon [**] days notice to Coulter, toinstitute such suit or take other appropriate action in its own name; providedhowever, that if necessary, Coulter agrees to be joined as a party plaintiff.Regardless of which party brings such enforcement action, the other partieshereby agree to cooperate reasonably in any such effort. The parties notbringing the action shall have the right to participate in such action at theirown expense with their own counsel and any recovery obtained by settlement orotherwise shall be disbursed as follows: each party shall first recover anyreasonable expenses incurred in such action (including counsel fees).Thereafter, the parties shall share any remaining recovery in accordance withtheir economic interests in the infringed Patent Property. In the event thatthe party not bringing the action does not want to participate in the recoveryobtained by settlement or otherwise, then the party instituting the law suitshall be responsible for all costs and expenses of the non-participating partyin cooperating with the party instituting the law suit.

**             7.3.       Infringement of Third Party PatentRights.**

**                           7.3.1    Joint Strategy. **In the event that the use or sale of a process or product incorporatingDense Particle Cell Separation Technology in the CCTI Field and covered by thePatent Property becomes the subject of a claim of infringement of a patent orother proprietary right, the parties shall promptly confer to discuss theclaim.****                           7.3.2    Defense.**Unless the parties otherwise agree, CCTI shallassume the primary responsibility for the conduct of the defense of any suchclaim described in Section 7.3.1. Coulter shall have the right, but notthe obligation, to participate in any such suit at its sole option and at itsown expense. Each party shall reasonably cooperate with the party conductingthe defense of the claim. No party shall enter into any settlement that affectsany other party's rights or interests without such other party's writtenconsent, not to be unreasonably withheld.

**8.          TERM.**

             ThisAgreement shall continue in effect until the last to expire of any patentswithin the Patent Property or the New Property Rights (as such term is definedin Section 2.9) to which CCTI has exercised its option to a license orsublicense, whether such patent is currently issued or issues from any patentapplication contained within the Patent Property or the New Property Rights, orfor so long as CCTI is using a Biotechnology Asset.

**9.          ASSIGNABILITY.**

             Neitherthis Agreement nor any part hereof shall be assignable by any party without theprior, express, written permission of the other parties, which permission shallnot be unreasonably withheld. Any attempted assignment without such consentshall be void. Notwithstanding the preceding two sentences, any party mayassign this Agreement in connection with the merger, consolidation, transfer orsale of substantially all of its assets relating to the Property.

**10.        NOTICES.**

             Allnotices required or permitted to be given under this Agreement shall be inwriting and shall be mailed by registered or certified mail, postage prepaid,addressed to the signatory to whom such notice is required or permitted to begiven. All notices shall be deemed to have been given when mailed, as evidencedby the postmark at the point of mailing.
To  Coulter:  Wayne  A. Barlin, Esq.  Coulter Corporation  11800 S.W. 147th Avenue  Miami, Florida  33196  To  CIC:  Warren  W. Kurz, Esq.  Coulter International Corp.  11800 S.W. 147th Avenue  Miami, Florida  33196  To  CCTI:  Coulter  Cellular Therapies, Inc.  c/o InterWest Partners  3000 Sand Hill Road  Building 3  Suite 225  Menlo Park, California  94025  Attention:  Dr. Arnold Oronsky  
 

Any party may, by written notice to theothers, designate a new addressee or address to which notices to the partygiving the notice shall thereafter be mailed.

**11.        SEVERABILITY.**

             Ifa court of competent jurisdiction declares any provision of this Agreementinvalid or unenforceable, or if any government or other agency havingjurisdiction over either Coulter Corporation or CIC or CCTI deems any provisionto be contrary to any laws, then that provision shall be severed and theremainder of the Agreement shall continue in full force and effect. To theextent possible, the parties shall revise such invalidated provision in amanner that will render such provision valid without impairing the parties'original interests.

**12.        ENTIREAGREEMENT.**

             Thisinstrument contains the entire Agreement between the parties hereto. No verbalagreement, conversation or representation between any officers, agents oremployees of the parties hereto either before or after the execution of thisAgreement shall affect or modify any of the terms or obligations hereincontained.

**13.        MODIFICATIONSIN WRITING.**

             Nochange, modification, extension, termination or waiver of this Agreement, orany of the provisions herein contained, shall be valid unless made in writingand signed by a duly authorized representative of each party.

**14.        GOVERNINGLAW.**

             Thevalidity and interpretation of this Agreement and the legal relations of theparties to it shall be governed by the laws of the State of Delaware, excludingDelaware's conflict of laws principles.

**15.        CONSTRUCTION.**

             Theparties agree that they have participated equally in the formation of thisAgreement and that the language herein should be not be presumptively construedagainst any of them.

**16.        ARBITRATION.**

**             16.1.   **Any controversy or claim arising out of, or relatingto this Agreement shall be resolved by final and binding arbitration inChicago, Illinois under the Commercial Arbitration Rules of the AmericanArbitration Association then obtaining.

             Thearbitration shall be subject to the following terms:

**                           (a)        **The number of arbitrators shall be three (3) unlessotherwise agreed to by the parties to the dispute.****                           (b)        **The arbitrators shall be independent, impartialthird parties having no direct or indirect personal or financial relationshipto any of the parties to the dispute, who have agreed to accept the appointmentas arbitrators on the terms set forth in this Article 16.

**                           (c)        **The arbitrators shall be active or retiredattorneys, law professors, or judicial officers with at least five (5) yearsexperience in general commercial matters and a familiarity with the lawsgoverning proprietary rights in intellectual property.

**                           (d)        **The arbitrators shall be selected as follows:

**                                        (i)        **Each of Coulter Corporation and CCTI shall selectone arbitrator and these two arbitrators shall then agree on the selection of athird arbitrator.

**                                        (ii)       **If the method of selection set out in Section16.1(d)(i) fails for any reason, then either party may petition the UnitedStates District Court for the Northern District of Illinois for appointment ofthe arbitrators in accordance with applicable law, provided that thearbitrators must satisfy the requirements of (b) and (c) above.

**                           (e)        **The arbitrators shall announce a decision in writingaccompanied by written findings explaining the facts determined in support ofthe decision and any relevant conclusions of law.

**                           (f)        **Unless otherwise provided in this Article 16 orextended by agreement of the parties, each of Coulter Corporation and CCTIshall select an arbitrator within thirty (30) days after any request forarbitration. The dispute shall be submitted to the three arbitrators withinninety (90) days after they have been selected. A decision shall be renderedwithin sixty (60) days after the dispute is submitted.

**                           (g)       **The fees of the arbitrators and any other costs andfees associated with the arbitration shall be paid in accordance with thedecision of the arbitrators.

**                           (h)       **The arbitrators shall have no power to add to,subtract from, or modify any of the terms or conditions of this Agreement. Anydecision rendered in such arbitration may be enforced by either party in theUnited States District Court for the Northern District of Illinois, to whosejurisdiction for such purposes the parties to the dispute hereby irrevocablyconsent and submit.

**             16.2.   **Notwithstanding the foregoing, nothing in thisArticle shall be construed to waive any rights or timely performance of any obligationsexisting under this Agreement.

**17.        FURTHERASSURANCES.**

             Eachparty agrees to furnish, upon request of one of the other parties to thisAgreement, such further information as may be required to give effect to thetransactions contemplated by this Agreement and to permit CCTI to fully enjoythe benefit of the Property transferred hereunder. In the event a party makes agood faith determination that it is necessary for the other parties to takecertain additional actions to give full effect to the transactions contemplatedby this Agreement and to permit CCTI to fully enjoy the benefit of the Propertytransferred hereunder, such party shall notify the other parties of itsdetermination and the parties agree to meet to discuss in good faith the possibilityof such additional actions being taken.

**18.        COUNTERPARTS.**

             ThisAgreement may be executed in one or more counterparts, each of which shall bean original and all of which shall constitute together the same document.

**             IN WITNESSWHEREOF,**the parties hereto have caused this License,Assignment and Supply Agreement to be executed in triplicate by their dulyauthorized representatives as of the dates noted below.
 **COULTER  CORPORATION**   By:    Title:Executive  Vice President Date:February  13, 1997    **COULTER  INTERNATIONAL CORP.**   By:/s/  Warren W. Kurz   Title:Secretary/Corporate  Patent Counsel Date:February  11, 1997    **COULTER  CELLULAR THERAPIES, INC.**   By:/s/  Arnold Aronsky   Title:Chief  Executive Officer Date:February  13, 1997
**EXHIBIT 1**

**PATENT PROPERTY**

**             (a)         U.S.PATENTS:**

**                                        (i) **U.S. PATENT NO. 5,576,185, (HEREINAFTER "THE'l85 PATENT"), ISSUED NOVEMBER 19, 1996, ENTITLED "METHOD OF POSITIVEOR NEGATIVE SELECTION OF A POPULATION OR SUBPOPULATION OF A SAMPLE UTILIZINGPARTICLES AND GRAVITY SEDIMENTATION."

**                                        (ii) **U.S. PATENT NO. 5,466,609, (HEREINAFTER "THE'609 PATENT"), ISSUED NOVEMBER 14, 1995, ENTITLED "BIODEGRADABLEGELATIN-AMINNODEXTRAN PARTICLE COATINGS AND PROCESSES FOR MAKING SAME."

**                                        (iii) **U.S. PATENT NO. 5,169,754, (HEREINAFTER "THE'754 PATENT"), ISSUED DECEMBER 8, 1992, ENTITLED "BIODEGRADABLEPARTICLE COATINGS HAVING A PROTEIN COVALENTLY IMMOBILIZED BY MEANS OF ACROSSLINKING AGENT AND PROCESSES FOR MAKING SAME."

**                                        (iv) **U.S. PATENT NO. 4,752,563, (HEREINAFTER "THE'563 PATENT"), ISSUED JUNE 21, 1988, ENTITLED "MONOCLONAL ANTIBODYFOR RECOVERY OF LEUKOCYTES IN HUMAN PERIPHERAL BLOOD AND METHOD OF RECOVERYEMPLOYING SAID MONOCLONAL ANTIBODY."

**                                        (v) **U.S. PATENT NO. 4,708,930, (HEREINAFTER "THE'930 PATENT"), ISSUED NOVEMBER 24, 1987, ENTITLED "MONOCLONALANTIBODY TO A HUMAN CARCINOMA TUMOR ASSOCIATED ANTIGEN."

**                                        (vi) **U.S. PATENT NO. 4,865,971, (HEREINAFTER "THE'971 PATENT"), ISSUED SEPTEMBER 12, 1989, ENTITLED "MONOCLONALANTIBODY SPECIFIC TO A COMMON DETERMINANT SITE OF NEUTROPHILS ANDEOSINOPHILS."

**             (b)         U.S.PATENT APPLICATIONS:**

**                                        (i) **U.S. SERIAL NO. [**], FILED [**] (CONTINUATION OFTHE '185 PATENT) ENTITLED [**]

**                                        (ii) **U.S. SERIAL NO. [**], FILED [**](CONTINUATION-IN-PART OF THE 1185 PATENT) ENTITLED [**]

**                                        (iii) **U.S. SERIAL NO. [**], FILED [**], (DIVISIONAL OF'609 PATENT), ENTITLED [**]

**                                        (iv) **U.S. SERIAL NO. [**], FILED [**], (CONTINUATION OFU.S. SERIAL NO. 08/961,157, WHICH IS A CONTINUATION-IN-PART OF THE '754PATENT), ENTITLED [**]****             (c)         CORRESPONDINGFOREIGN PATENTS AND APPLICATIONS:**

**                                        (i) **INTERNATIONAL APPLICATION No. PCT/US96M7577, FILEDNOVEMBER 5, 1996, BASED ON USSN [**].

**                                        (ii) **ARGENTINE SERIAL NO. 331-641, FILED APRIL 1, 1995,BASED ON THE 85/PATENT.

**                                        (iii) **AUSTRALIAN SERIAL NO. 24799/56, FILED APRIL 11,1995, BASED ON THE 'l85 PATENT.

**                                        (iv) **BRAZILIAN SERIAL NO. PI9507373.6, FILED APRIL 11,1995, BASED ON THE '185 PATENT.

**                                        (v) **CANADIAN SERIAL NO. (TO BE ASSIGNED), FILED APRIL11, 1995, BASED ON THE '185 PATENT.

**                                        (vi) **CHINESE SERIAL NO. 95192581.4, FILED APRIL 11, 1995,BASED ON THE '185 PATENT.

**                                        (vii) **COLOMBIAN SERIAL NO. 013,790, FILED APRIL 5, 1995,BASED ON THE 'l85 PATENT.

**                                        (viii) **EUROPEAN SERIAL NO. 95919112.3, FILED APRIL 11,1995, BASED ON THE '185 PATENT.

**                                        (ix) **ISRAEL SERIAL NO. 113,265, FILED APRIL 5, 1995,BASED ON THE 'l85 PATENT.

**                                        (x) **JAPANESE SERIAL NO. 7-527193, FILED APRIL 11, 1995,BASED ON THE 'l85 PATENT.

**                                        (xi) **MEXICAN SERJAL NO. 964,813, FILED APRIL 11, 1995,BASED ON THE 'l85 PATENT.

**                                        (xii) **NORWEGIAN SERIAL NO. P964,362, FILED APRIL 11, 1995,BASED ON THE '185 PATENT.

**                                        (xiii) **RUSSIAN SERIAL NO. 013,790, FILED APRIL 11, 1995,BASED ON THE '185 PATENT.

**                                        (xiv) **TAIWANESE SERIAL NO. 84103316, FILED APRIL 7, 1995,BASED ON THE '185 PATENT.

**                                        (xv) **VENEZUELAN SERIAL NO. 585/96, FILED APRIL 12, 1995,BASED ON THE 'l85 PATENT.

**                                        (xvi) **SOUTH AFRICAN SERIAL NO.95/2723, FILED APRIL 3,1995, BASED ON THE '185 PATENT.****                                        (xvii) **CANADIAN SERIAL NO. 2146964, FILED OCTOBER 14, 1993,BASED ON THE '609 PATENT.

**                                        (xviii) **EUROPEAN SERIAL NO. 93923887, FILED OCTOBER 14,1993, BASED ON THE '609 PATENT.

**                                        (xix) **JAPANESE SERIAL NO. 51027/94, FILED OCTOBER 14,1993, BASED ON THE '609 PATENT.

**                                        (xx) **CANADIAN SERIAL NO. 2095148, FILED OCTOBER 25, 1991,BASED ON THE '754 PATENT.

**                                        xi) **EUROPEAN SERIAL NO. 92904811, FILED OCTOBER 25,1991, BASED ON THE '754 PATENT.

**                                        (xxii) **JAPANESE SERIAL NO. 505159/92, FILED OCTOBER 25,1991, BASED ON THE '754 PATENT.

**                                        (xxiii) **ARGENTINE PATENT NO. 235801, ISSUED OCTOBER 3, 1986,BASED ON THE '563 PATENT.

**                                        (xxiv) **AUSTRALIAN PATENT NO. 590615, ISSUED MARCH 8, 1990,BASED ON THE '563 PATENT.

**                                        (xxv) **BRAZILIAN APPLICATION NO. PCT P18606994, FILEDAUGUST 25, 1986, BASED ON THE '563 PATENT.

**                                        (xxvi) **CANADIAN PATENT NO. 1294233, ISSUED JANUARY 14,1992, BASED ON THE '563 PATENT.

**                                        (xxvii) **GERMAN PATENT NO. P3685023.3, ISSUED APRIL 22, 1992,BASED ON THE '563 PATENT.

**                                        (xxviii) **SPANISH PATENT NO. 2001973, ISSUED MAY 27, 1988,BASED ON THE '563 PATENT.

**                                        (xxix) **FRENCH PATENT NO. 0245291, ISSUED APRIL 22, 1992,BASED ON THE '563 PATENT.

**                                        (xxx) **IRISH PATENT NO. 59433, ISSUED FEBRUARY 18, 1994,BASED ON THE '563 PATENT.

**                                        (xxxi) **ISRAEL PATENT NO. 80082, ISSUED MARCH 24, 1991,BASED ON THE '563 PATENT.

**                                        (xxxii) **ITALIAN PATENT NO. 0245291, ISSUED APRIL 22, 1992,BASED ON THE '563 PATENT.****                                        (xxxiii) **JAPANESE APPLICATION NO. 504547/86, FILED AUGUST 25,1986, BASED ON THE '563 PATENT.

**                                        (xxxiv) **JAPANESE APPLICATION, DIVISIONAL OF 178276 (504547/86),BASED ON THE '563 PATENT.

**                                        (xxxv) **KOREAN APPLICATION NO. 700622/87, FILED AUGUST 25,1986, BASED ON THE '563 PATENT.

**                                        (xxxvi) **MEXICAN APPLICATION NO. 3792, FILED SEPTEMBER 22,1986, BASED ON THE '563 PATENT.

**                                        (xxxvii) **NORWEGIAN PATENT NO. I69243, ISSUED MAY 27, 1992,BASED ON THE '563 PATENT.

**                                        (xxxviii) **VENEZUELAN PATENT NO. 49397, ISSUED AUGUST 27, 1993,BASED ON THE '563 PATENT.

**                                        (xxxix) **SOUTH AFRICAN PATENT NO. 86/7150, ISSUED MAY 25,1988, BASED ON THE '563 PATENT.

**                                        (xl) **CANADIAN PATENT NO. 1243969, ISSUED NOVEMBER 1,1988, BASED ON THE '930 PATENT.

**                                        (xli) **ARGENTINE PATENT NO. 241656, ISSUED OCTOBER 30,1992, BASED ON THE '971 PATENT.

**                                        (xlii) **AUSTRIAN PATENT NO. 0371026, ISSUED APRIL 6, 1994,BASED ON THE '971 PATENT.

**                                        (xliii) **AUSTRALIAN PATENT NO. 618212, ISSUED APRIL 6, 1992,BASED ON THE '971 PATENT.

**                                        (xliv) **BELGIUM PATENT NO. 0371026, ISSUED APRIL 6, 1994,BASED ON THE '971 PATENT.

**                                        (xlv) **CANADIAN PATENT NO. 1297817, ISSUED MARCH 24, 1992,BASED ON THE '971 PATENT.

**                                        (xlvi) **SWISS PATENT NO. 0371026, ISSUED APRIL 6, 1994,BASED ON THE '971 PATENT.

**                                        (xlvii) **CHINESE PATENT NO. 88103992, ISSUED FEBRUARY 18,1996, BASED ON THE '971 PATENT.

**                                        (xlviii) **GERMAN PATENT NO. P3888971.4, ISSUED APRIL 6, 1994,BASED ON THE  '971 PATENT.****                                        (xlix) **SPANISH PATENT NO. 2010761, ISSUED OCTOBER 3, 1989,BASED ON THE '971 PATENT.

**                                        (l) **FRENCH PATENT NO. 0371026, ISSUED APRIL 6, 1994,BASED ON THE '971 PATENT.

**                                        (li) **UNITED KINGDOM PATENT NO. 0371026, ISSUED APRIL 6,1994, BASED ON THE '971 PATENT.

**                                        (lii) **IRISH PATENT NO. 61554, ISSUED NOVEMBER 4, 1994,BASED ON THE '971 PATENT.

**                                        (liii) **ITALIAN PATENT NO. 0371026, ISSUED APRIL 6, 1994,BASED ON THE '971 PATENT.

**                                        (liv) **JAPANESE PATENT NO. 2579354, ISSUED NOVEMBER 7,1996, BASED ON THE '971 PATENT.

**                                        (lv) **SOUTH KOREAN APPLICATION NO. 700359/89, FILEDAPRIL 25, 1988, BASED ON THE '971 PATENT.

**                                        (lvi) **LUXEMBOURG PATENT NO. 0371026, ISSUED APRIL 6, 1994,BASED ON THE '971 PATENT.

**                                        (lvii) **MEXICAN PATENT NO. 175142, ISSUED JULY 8, 1994,BASED ON THE '971 PATENT.

**                                        (lviii) **NETHERLANDS PATENT NO. 0371026, ISSUED APRIL 6,1994, BASED ON THE '971 PATENT.

**                                        (lix) **NORWEGIAN PATENT NO. 176614, ISSUED MAY 3, 1995,BASED ON THE '971 PATENT.

**                                        (lx) **VENEZUELAN PATENT NO. 50.869, ISSUED JANUARY 17,1994, BASED ON THE '971 PATENT.

**                                        (lxi) **SOUTH AFRICAN PATENT NO. 88/3178, ISSUED JANUARY 31,1990, BASED ON THE '971 PATENT.

**             (d)         INVENTIONDISCLOSURE:**

**                                        (i) **CIC'S INVENTION DISCLOSURE 196,012 ENTITLED"CELLULAR DEBRIS REMOVAL."**************************************